SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GAREN ERIC R

(Last)

(First)

(Middle)

1831 MICHAEL FARADAY DRIVE

(Street)

RESTON

20190

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LEARNING TREE INTERNATIONAL, INC. [ LTRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Vice-chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/12/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/12/2014		J⁽¹⁾	V	1,755,024	D⁽²⁾	$0	3,300,105	I	See footnote 4.
Common Stock	06/12/2014		J⁽¹⁾	V	1,755,024	A⁽³⁾	$0	3,300,105⁽⁴⁾	I	See footnote 4.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This Form 4 is being filed by the Reporting Person to report certain transfers (each a "Transfer" and collectively, the "Transfers"), without consideration, of Issuer's common stock (the "Common Stock"), between entities beneficially owned by Reporting Person. The Transfers were made for estate planning purposes only and represent solely a change in the Reporting Person's form of ownership. The Transfers neither decrease nor increase his beneficial ownership of Common Stock.

2. Transfers of Common Stock to the Garen Family Trust (the "Family Trust"), of which the Reporting Person and his spouse are co-trustees. The Transfers were made by certain trusts f/b/o Reporting Person's children (the "Trusts"), and Garen Capital Partners, a California limited partnership ("Partners"). The Reporting Person disclaimed beneficial ownership of Common Stock held by the Trusts and lacked voting and dispositive power over such Common Stock. The Reporting Person was a trustee of the general partner of Partners. As a result of the Transfers, the Trusts and Partners no longer hold any shares of Common Stock. See also footnote 1.

3. Common Stock transferred to the Family Trust pursuant to the Transfers described herein.

4. Beneficial ownership includes 2,926,298 shares of Common Stock held by the Family Trust of which Reporting Person and his spouse are co-trustees; 218,808 shares of Common Stock held by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which Reporting Person and his spouse are co-trustees and disclaim beneficial ownership; and 154,999 shares of Common Stock held by the Garen Dynasty Trust, an irrevocable Delaware trust, of which the Reporting Person lacks voting and dispositive power and disclaims beneficial ownership.

	/s/ Eric R. Garen	06/16/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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